SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MATTRESS FIRM HOLDING CORP. [ MFRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/13/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/13/2015 | S | 1,462,468 | D | $66.47 | 12,713,589(1) | I | See footnote(2) | ||
Common Stock | 04/13/2015 | S | 37,532 | D | $66.47 | 326,251 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each Reporting Person (other than Mattress Holdings (as defined below)) previously reported approximately 98% of the shares held by Mattress Holdings (disclaiming any amount in which the Reporting Person had no economic interest). Each Reporting Person (other than Mattress Holdings) reported this amount because it most closely approximated its pecuniary interest. Commencing with this filing, each Reporting Person is reporting 100% of the shares held by Mattress Holdings (disclaiming any amount in which the Reporting Person has no economic interest). |
2. Represents shares directly held by JWC Mattress Holdings, LLC ("Mattress Holdings"). Winter Street Opportunities Fund, L.P. ("WSOF") holds a majority of the membership interests in Mattress Holdings. J.W. Childs Advisors III, L.P. ("GPLP") is the general partner of WSOF. J.W. Childs Associates, L.P. ("JWC Associates LP") is the general partner of GPLP. J.W. Childs Associates, Inc. ("JWC Associates Inc.") is the general partner of JWC Associates LP and the manager of Mattress Holdings. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person disclaims pecuniary interest in the reported securities except to the extent of his economic interest. |
3. Represents shares directly held by the John W. Childs 2013 Charitable Remainder Trust. Mr. Childs is the sole trustee of the John W. Childs 2013 Charitable Remainder Trust. Mr. Childs disclaims pecuniary interest in the reported securities except to the extent of his economic interest. |
Remarks: |
/s/ John W. Childs | 04/14/2015 | |
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, Inc. | 04/14/2015 | |
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, L.P. | 04/14/2015 | |
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Advisors III, L.P. | 04/14/2015 | |
/s/ Todd A. Fitzpatrick, on behalf of Winter Street Opportunities Fund, L.P. | 04/14/2015 | |
/s/ David Fiorentino, on behalf of JWC Mattress Holdings, LLC | 04/14/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |